Rewritten
by Redakted
Summary: Beneath Aperture lies darker pasts for Chell to uncover. Turns out Caroline wasn't quite the sweet, innocent woman she claims to be. This somber bit of history now haunts Chell as a large, skulking beast waiting to devour her fragile mind at each turn.
1. The Four Part Plan

_**Synopsis: After the events of Portal (1), Chell awakens in her cryo-chamber but instead of getting moved directly to the testing track, she escapes. As she makes her escape, she discovers things about Aperture. It seems that beneath its not-so-innocent top layer is something even darker. No one is who they seem or claim to be, and the crimes of some were actually committed by another. Chell can dance to the fire, but can she handle the heat?  
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**_I suppose I'm making this fic to challenge some of the theories people have about what really happened in the past._**

**_What do we really know about Caroline? Suppose she wasn't quite the nice and meek person we think she is? What really happened to Cave Johnson? What's in those Weighted Storage Cubes? Who really set off the neurotoxin that wiped out most of the facility? And etc._**

**_Fairly AU and will probably contain spoilers for both Portal 1 and 2, whose content and characters belong to Valve. _**

(&&&)

You could hear it echo in the cryo-chamber. They spoke in quiet terms, faces pressed against the glass, stained by the subtle tones of their skin.

"She may sleep forever, but I find security in knowing she will one day wake," the man sighed.

"_You did all you could,_" his companion consoled. "_At least she's still alive._"

They remained there for a time, in silhouettes a lean figure and a stout friend.

"_I just hope she doesn't pry into those weighted storage cubes. From what I've seen, her heart's not too steady. Curiosity is quite the vice._"

"Curiosity… is not such a bad thing," he countered. "I've lived a good many years; I've seen things. She didn't demonstrate the slightest twitches of surprise that our delightfully devious machine host had insincere intentions. I do believe she's prepared for what's inside those storage vaults."

"_…Or is she?_"

In a voice so meticulously quiet, it was like the faint ticking of a silver watch: "Our little bird will spread those broken wings someday…"

Love whispers softly but assertively. Strong words crush strong doubts.

And the gaunt man… He would never give up hope, never let that insidious spider spin its final strand of despair around his hopeful heart.

His thoughts turned to those crucial seconds before. A flash of faith it was, that button, a furtive fuse that breathed life back into the lone inhabitant of Relaxation Chamber 0343. And now, the deed done, the muttering man was free to let his fleeting heart flutter slower, slower.

A mother scolds, but a father grieves. Love isn't choosy: flesh or metal, it's all the same.

The soft rise and fall of her inert body gave the man strength. His clenched, age-weathered hands loosening gave the cube relief.

(&&&)

"…So I tell him 'thanks, good sir, _sorry _for ruining your, ah, wallpaper. Never… never liked daffodils anyway.' But then—then d'you know what. It turns out oh, he's _dead_. The _whole time_. Could'a said something at the start, _couldn't he_? Just brilliant, just—bloody brilliant. I'm never getting out. Of here. Am I? Well so long and thanks for all the—the—"

The metal core paused as he was cutting a sharp curve on his rail, his swiveling optic receding with apprehension. Red eyes glared at him: pinpricks of blood dotting an undulating wall of cold steel.

The queen was dead but her eyes watched on.

"…Fish?"

Cautiously, the core plunged into reverse, his one eye no match for the hundreds that hid beneath their paneling.

"S-sorry what? I was only doing what you—you told me to. Attending to the cryo-subjects. Heh yeah, that's me—good old obedient little Wheatley. Just doing his job. Just doing what sh-she told me to."

Wheatley eyed the block of relaxation vaults meaningfully. Only one more section to search and the whole perimeter would be secured.

Receiving no response, he proceeded to continue on his way toward the vaults, occasionally flipping his optic back to sneak a glance at the panels. Their ever-gazing eyes focused on him all the while. Not creepy at all.

How he hated the damned things! Of all of the opprobrious mechanisms in Aperture – the confining Management Rail, the sentry turrets who shot at anything that as much twitched – he detested those wall panels the most. Simply disgraceful really!

The core turned another corner, surveying the layout of boxy cryo-chambers clumsily stacked together like slabs of fetid meat in a processing plant. Circles of light illuminating the vaults indicated status: red if the inhabitant was dead, green if he or she still lived.

Wheatley eyed the sole beacon of green amongst the thousands of scarlet beads. He wondered briefly if it wasn't some asinine joke his coworkers were playing on him again. Didn't seem terribly likely that anyone would be still alive now.

"Alright, I just—I just waltz in like I know what I'm doing. Which I do. Deal with the human. Then escape. Easy plan—easy four-part plan right there. Ahm. Well here goes… something."

And with that pep talk out of the way, he approached the lone vault and activated the switch that would circulate consciousness back into the chamber's lone inhabitant.

(&&&)

The girl slept; slept for how long, she didn't know. But when she awoke, she discovered that her world had faded to grey.

Stiff limbs and a jarringly jovial voice greeted her. She forced herself into an upright position, feeling as if every bone and every patch of skin were substituted for cold metal.

Her surroundings were bleak and rather dimly cast: a high contrast to the cheerful tones of an automated announcer.

"**You have been in suspension for nine nine nine nine…**"

She tuned the voice out and carefully stretched. Her long arms brushed against age-worn wall peelings; her legs rested by the ruffled sheets of her bed.

As her limbs gradually ceased to feel cold and numb, she began to hear an incessant voice from the exterior of her room. It sounded slightly more human than the voices she was accustomed to hearing in Aperture. It also called up a curious recollection, which confused her: where could she possibly be recognizing it from?

"…Anytime? Anytime at all would be just fantastic. I mean, you know, it's not as if I've got hundreds of thousands of frozen test subjects waiting for me or anything. Not like this whole facility is going to collapse. No rush. At all. I can just wait here. Forever—forever waiting for you to open the door."

She edged toward the door, hearing the wretched whir of machinery, the piteous slicing of sparks echoing off the walls outside. She snatched the door knob and twisted it open.

"Finally! I do thi—Oh God what have you done to yoursel—I mean… Everything's fine, you look fine, everything's… Just don't panic!"

The heavy door made to swing shut, but the girl jammed her foot by the doorframe, her arms outstretched to brace herself as the door slammed into her right boot. Her foot throbbed with hellish fire but she held steady.

The metal construct who had so casually invited himself into the room paused to stare at her as she stood, her right foot propping open the room's door. His optic cast a disquieting blue glow over everything. Awash with deep cerulean, the room was like the sanctuary of some skulking sea demon on the prowl.

The metal thing spoke uncertainly. "What're you—Where are you going?"

Suddenly, the girl had shoved the door aside, stumbled out the door, and took to the outer catwalks. And it was there that she ran, ran like the whole world was upon her heels. She was a precarious drop of seawater plinking into a cup, stirring up its contents and sloshing up a chaotic whirlpool of hidden turrets dropping on either side of the catwalk.

Amid cries of "Come back! Please do! I'm only trying to help!" and the mechanical pleas of the turrets, the girl made her escape. She didn't trust what that robotic menace had in store for her, not after being forced to deal some permanent damage to that megalomaniacal supercomputer.

Hopping past yet another curve, her keen eyes flicked to her right and spotted a jutting panel. Quickly, she rolled behind it, tucking her legs into the small, claustrophobic den. She gasped like a dying fish for breath, supporting herself against a dust-ridden office desk.

Heavy footsteps clunked wildly from outside. The grinding of each step seemed to complement the frantic cries of the immobile sentry turrets.

Aperture was quite the spoiled child, never wanting to let her go. She broke one of its toys, now it was sending another in its rage. Would it never learn to let go of that futile wish to preserve what never had a chance anyway?

(&&&)

_**Would very much appreciate any reviews to help me fix things or let me know how I'm doing so far!**_


	2. The Beast

_**Thanks for all the reviews! I'm surprised there were so many. Anyway, I'll probably be able to update this about once a week. Enjoy!**_

(&&&)

The girl had no idea how long she remained in that cramped area, ears mashed to the walls, listening. She heard atrocious _things _searching wildly for her. Massive footfalls shook her world with each step, a cacophony of shrieks and grating groans echoing after.

She counted her heartbeats, the steady ticking slowly pacifying her convulsing nerves. _Sixteen, seventeen…_

Her hair had slipped from her carefully tied ponytail during her escape; she quickly flicked the slim strands behind her ears. _Fifty-eight, fifty-nine…_

The chirping of rats snagged her attention, and she watched the scurvy vermin skitter amongst the shattered food cans. _One hundred twenty-three, one hundred twenty-four…_

Distant bellows sliced the silence, a roar of rage at having not located her perhaps. A distinctly agitated smashing sound preceding vague stomps. _One hundred forty-seven, one hundred forty-eight… _And nothing.

Quietly, she crawled out of the den and attempted to really assess her predicament.

She appeared to be in an old testing chamber. It was in a state of significant decay; its steel skeleton showing, sparks sliding off the frayed paneling, and stray wires dancing from the grime-chafed ceiling.

She was on the run, a lost fugitive scrambling in a rat maze of slumped test chambers. She had a goal, a fruitless, none-too-desiring goal to head topside. Not that she was aware of what stalked above, awaiting her arrival. Not that she had guarantees her situation would improve by heading above ground. But for what little her life was worth, she would try.

The former test subject darted over the glass-sprayed floor and through the shattered observation window. She hugged the walls of the scant hallway, her eyes encumbered by the continuous flicker of the lights.

Every sudden shift from light to dark and dark to light was nauseating. In the light, all was sterile and lifeless; everything sat like painted dolls discarded in the dust. And when the light was displaced with dark, things glowed, things shuffled, things watched.

She was uneasy now and pushed open a nearby door with apprehension crawling over her spine. Fear probed her skin, digging burrows beneath and stirring up her blood like parasites.

One foot sneaked into the room, and as if on cue, the lights snapped on. And she was blinded by the light, and when the stern whiteness softened she saw things.

Boxes and more boxes, crates smashed to slender slivers. That _thing _must have ravaged the place. She crunched her way through the wood and metal, her hands reaching for the curious objects nestled within broken walls.

Trembling fingers brushed time-softened pages. She kneeled down for a closer look, her arms now cradling heaps of hastily scrawled notes. She shifted for better light to see, and that's when _it _returned.

"**Is it you…?**"

The girl nearly choked. Rapidly, more papers entered her embrace.

"**Oh, no use hiding. I see everything. Control group be damned.**"

She slammed her back against the wall, pages escaping her clutches in snow-like flurries. Where to escape? Where to escape!

"**I see, not gonna let up. I like your spunk, kid. Wish we had more like you here to help with testing than those crazed lab boys of ours who didn't know opportunity from a fat paycheck. And let me tell you, money ain't the only thing they'll be paying now.**" A short bark of laughter that seemed to grow hideously closer to her person echoed slightly. "**So… Will you play nice or am I gonna have to do something about it?**"

Her heels scraped against the metal walls. She eyed the exit adjacent to her, its door slightly ajar. But that mechanical screech of a voice… It was nearly human, but distressingly distorted. An invasion of rasping steel against flesh, something inhumane. And that something held her riveted to the spot: an exposed bug pinned to the corner.

The hunched beast drew nearer to her, and she could see stilted wires dangling from sharp fragments of metal. A machine out of hell, come to reclaim his own.

(&&&)

Once, the walls swallowed all sound, allowing a subjective silence to seep into the experiments of science. But now the framework was falling apart, with nothing remaining but a wilting flower far past its fruiting age and allowing sound to sing with a different tune.

Bellows of the beast reverberated with a haunting, oceanic quality, a deep sea song that jolted the slumbering man awake.

"It's happening!" he cried in a hoarse voice, his aged hands shaking his companion to consciousness. "She's sent her minions after the poor girl!"

"_I was under the impression she was dead. We both saw the girl—Chell was it?—destroy her mechanical body._"

The man looked troubled, his hands shaking like wind-blown leaves as he wiped them on his coat. Buttery yellow and grim-gray paint flecked his fingernails, streaks of rosy red running down his arms.

"You're… right of course. Our mechanical friend is incapacitated now, let us hope. But then… Who could be controlling the facility now? _Someone _surely activated her robots. And now they're after the girl…"

Silence stirred the air as man and cube glanced knowingly at each other. The fallen never yielded long. Hatred could never be struck with a sharp stone and be expected to dither dormant. That which had no heart to stop and no lungs to choke could never truly die.

This was the error in judgment: how could an immortal instrument ever be constrained by the intelligence of something erroneously human?

"_Leave it! You've suffered enough. Are you willing to give more than your life for something as worthless as the girl? What has she truly done for you besides the grief and guilt you're pained with?_" A pause for breath and for the meaning of his words to sink past the reluctant man's adverse ears. "_Oh, she gave you your freedom, you say. But look what you've done with that gift! Left it in the dust, refused it, like it's some sort of soiled child clothed in sewage!_

"_It was your own choice to ignore this gift from paradise… Are you happy? I know you are not, I can see it. I know rescuing the girl won't make you happy either._

"_Look, you're not her father, and she doesn't expect you to be. Please don't give your life up for this stain in science, this mistake of the facility… Don't give up _me."

If boxy bits of splintered metal could cry, he would. Because he knew no matter how pretty his speech, the sorrowful man would delude himself the girl's hero. And that alone was a betrayal.

The gaunt man gazed at the tears adorning his mural, like little mirrors faithfully reflecting the light from the lamp and from his heart.

He was far from surprised at this passionate plea. But he owed a debt to the girl: she drew him from the dim when drugs for his mind could only dredge up a harsher reality. When his mind folded with visions of destruction, only the impish grins of the little angel could bat away his troubles like a kitten at frayed yarn. And so he turned away from his friend, and this marked him, and he knew it.

"Little bird, hold onto that baby branch just a little longer. Stay, stay," he urged softly.

He plucked the cube into his arms, and his companion could no longer recognize him. The man had changed, had outgrown him. They left the room in search of their dimming beacon of hope, and the cube could do nothing to stop it. He had already lost.

(&&&)

_**Writing the second of anything is never easy... **_

_**So Ratman's companion cube finally got a chance to share his true feelings. And I'll probably have them accidentally revive GLaDOS next chapter (don't want to deviate too far from the original plotline). Oh, and reviews are always lovely!  
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	3. The Escape Pod

_**I do apologize fo**__**r lateness and how dialogue-heavy it is. And I just realized the management railing does **_**not _extend all the way to the escape pod. Forgive me?_**

_**Oh and thanks for all the fantastic reviews!**_

(&&&)

"Hello? C-come back please!" The core restlessly shuffled on his railing, trying to keep his voice down. He swiveled his optic about, feigning a casual gait. Her eyes watched everywhere and everything, and he didn't appreciate that at all.

"Please? I just need your hel—_We_ need to help each other out of here! Hello?" Another pause. "Hm… Perhaps she only knows Spanish. Ahm, right, give me a sec' here. Uhh… ¿_Dónde estás? Necesito saber—_No, no…"

A noise attracted his attention, and he watched in dismay as the wall panels hissed to life. Red dots stained his vision, seething with an unearthly heat. He could feel their sultry stares sear him.

A lengthy, weighted pause later: "You lost her, didn't you? Most impressive I must say. How in the _android hell_ did you accomplish such a fantastic feat?"

Wheatley seemed to flutter about like a moth as he struggled to come up with a viable excuse. "D-don't worry, everything is under control—absolutely! Under control. Um, I couldn't move her cryo-chamber so I sent her ahead. By herself. And I was going to go and check with you—well obviously I'm doing that, uh, right now.

"So I—is that okay? I mean, I don't want t—don't want to make any sort of trouble. Hah, imagine! Me making trouble—Actually, though, now that I do imagine that, I don't think it'd be quite pleasant. For me. So if it were possible for me to, you know, not run into any issues, that would be—that would be just golden! If that were t—"

"Are you quite finished yet?" the voice interjected, cutting off the core's rambling. "I sincerely pray you recall what happened the last time you foolishly decided to disobey orders."

"It wasn't my fault!" he desperately cried. "I—the neurotoxin—not my fault! I swear I didn't go anywhere near the bloody button! Just—just general maintenance, that's all. A bit of dust I thought I'd get rid of, nothing else! And—and no one told me that it would, well, fill the facility with deadly gas. I mean no one—"

"Yes yes, make excuses all you want. I'm sure she would adore hearing them in person."

"Please don't kill me! I swear I had absolutely _nothing_ to do with it!"

"Oh we don't do killings. That's not her style. We merely—how shall I say it tastefully?—perform a little operation on you. You were human once, you remember what hospitals are? Embellished cemeteries boasting little cubicles to house the weak. It will just be a _liiitle_ tweak here and there in your coding… And then you'll be quite the obedient little robot slave, won't you?"

The personality core was silent as he processed this, managing only to digest the first half of what was said. "Wait, I… I was once human?"

The panels began to ripple as if in amusement, a crest of seawater billowing before spilling into a smooth, impassive wall. But before taking to the shadows, the voice slipped out one last cryptic thought: "We all were…"

(&&&)

She was curled in a ball, a lost puppy cowering in a corner. She cast her eyes up at the towering construct, her bleach-white hands in fists, her stare carving into the monster's crude optics.

The robot's entire body consisted of clunky bits of steel welded into claw-curved shards of more steel. It clomped about on hard casings of iron, and wires draped from jaws like saliva.

"**The lovely Machine Mother will be happy to see you…**" it rumbled, clanking forward awkwardly, a broken wind-up toy sent to do its master's bidding.

The girl quickly weighed her options: surrender or flee. Somehow, she imagined taking the former would result in a most unspeakable death and the latter was a similar suicide. So: death or death? She chose the latter.

She eyed the pool of light brimming between the bipedal beast's feet. Her breathing feeling small and pinched, she told herself, _Chell, you'll do this. You'll survive. It isn't as if you've never been in such a predicament before is it?_

She stood poised, arms tightly pressing bundles of papers to herself, feet planted into the ground. The monstrous thing swung an arm, and she dove, twisting through the air. She bruised her arms in a less-than-graceful landing, her boots slicing against metal. A claw ripped into the shoddy, plastic floor tiles; an enraged bellow following.

She swung her body around, digging her heels into the floor for purchase. The metal beast lurched to face her as she scrambled up. Time was passing briskly, as if the hourglass were being flung to and fro like a ragdoll. She took flight, feet scraping at the ground, the metal thing crashing at her heels, and her heart kept on pumping hard, blood sloshing through bulging veins, struggling to force air into chafed lungs, and—

"Oi, over here!"

She didn't think; she just _followed_. Obediently.

"That's it, that's it! You're doing it. You've got it—beautifully. Just keep on running—just keep on following my voice!"

Those words of encouragement fueled the fire that forced her feet to get on moving. Chell flew past a myriad of corridors, her eyes scouring the ceiling to follow the whirring orb.

"Alright, alright. Now don't let what I'm saying stop you or anything. Word of advice here: just keep on moving.

"Now, we're gonna get us out of here. Okay? We are. So don't go running amok like last time like some bloody maniac. We'll be going up to the escape lift—should be just a few corridors down, maybe some stairs too, or I dunno, some lifts and—Well the point is, we'll get there soon. Just keep following me and—and do what I say!"

And she trailed after him, a lost puppy now found, because she trusted him. Trust was one of the only things Aperture hadn't yanked from her grasp with its grubby little hands, and she intended to keep it that way. Trust fueled hope, and hope was her key to survival. Without it, she would cave inward, devouring even her own somewhat solid sense of judgment. And betrayal? She could deal with that.

"Here we are. D'you think we've lost him?"

Silence pervaded, punctuated by short gasps for air as the girl crumpled against the railing of the catwalk.

"I expected as much. Are you—are you alright? Wait, never mind. I'm sure you'll be fine." The core glanced down at her curiously, before adding a little roughly, "Get in."

Chell stumbled to her feet, her blurred vision first turning to the prize clutched in her hands. Only a few scrawled sheets of notes remained, many having tumbled from her grasp during her escape. A few more drifted over the catwalks like falling rose petals, skimming softly through the flat air.

A bit dismayed, she trotted into the escape lift, which suspiciously appeared more to be a control station than a lift. The metal core popped off his railing, and Chell promptly scooped him up, throwing him a peculiar stare.

"Now, before you go smashing everything about, look for a switch that says Escape Pod, alright? Simple as tha—Er, don't mean to be rude, but you can read, yeah? I mean, not that I'm questioning your intelligence or anything—Or, _not that I'm saying illiteracy is a bad thing!_—God no! I—even I run into troubles reading sometimes! Capital 'i' and little 'l' look awful similar sometimes, don't they?

"Anyway, just—Plug me in, actually. I should be able to find it myself. Again—not questioning your intelligence! I'm sure you're very, ah, _inteligente_."

She complied, feeling a little confused. Her attention promptly shifted to the papers in her arms. They appeared to be notes on transferring the human conscious to the—

"Oh! I think I've got it. This should do it." A few electronic beeps later: "We're moving up. That's… hopeful?"

Indeed they were ascending.

Chell held her head high, colors blazing around her as they passed flicking switches. She felt something rise within her, in sync with her ascent. Streams of air tickled her arms. She closed her eyes and felt as if the air was softly sliding through ruffled feathers.

Suddenly the air fell still, and she lurched where she stood. She carefully cracked open her eyes.

"**Power-up completed.**"

"Oh no, this is not good. This is not good!"

The girl glanced around her, noting the weathered landscape. An open room with dust-green vines spilling from the walls like cataracts and thin rivulets of water slipping underfoot. At the center of the herbologist's nightmare of a room was a winding staircase leading to a deluge of broken steel, which, for some inexplicable reason, was starting to stir.

Chell took in a deep breath, her eyes sliding over the mess of notes in her hands. She ignored the metal core's frantic cries of "Abort!" and "Keep calm!", noting a rather strained "CJ" penned at the bottom of each page. What did those initials stand for?

_September 21_

_ He's done it. That delusional man has finally named me his successor. Can you imagine? He's handing me the keys to one of the most prosperous and powerful science facilities in the country—no, the world!—and he doesn't even suspect what he's done. _

_Poor monster. But I suppose he __is__ ill. His mental health is deteriorating far quicker than I had planned. I guess I was too liberal with the "special powder". I only hope he survives his operation…_

_—CJ _

The churning of machinery caused her to glance up from her reading and freeze at what she saw. What initially appeared as a junkyard of metal parts now gnashed itself into a collective mash of robotic pieces. The metallic whine of the thing disturbed and chilled her to the very bone. She pitched a nervous look at her companion.

"She's gonna kill us! She's gonna _kill_ us!" he kept saying. "No no, keep calm! I'll, uh, distract her!

"Oi, you ugly monster! Tell us how to get us out of here, and—and no one will get hurt!"

But the robot's attention only had time to spare for Chell.

"**Oh, it's you. Come to gloat? Because I don't see what's so great about having enough blubber to make an elephant seal jealous. **

"**…Did I just insult you? I'm sorry. I just thought you'd respond to it more than if I attempted to engage in regular conversation with you like regular people. But don't mind me. You did kill me, so I guess you wouldn't care anyway.**"

The human girl stood on the "lift", a little surprised, a little stung. A little wary too; she remembered who this robot was, and she didn't like it.

"…And we'd love it—seriously—if you ah—if you'd just point our way out and—Wait, you did _what_?"

"**Well, it's been a long time. And since you're here, we might as well get back to testing. Why don't you say something to your friend there?**"

A brief pause as the core managed to recover to remark brightly, "Oh, and—where are my manners? Never introduced myself. And you never said a thing! Anyway, the name's Wheatley, and I'm happy to make your acquaint—"

His speech spluttered as a mechanical arm screeched to being, reached, and pinched the life out of the poor core. His chatter ceased, the baleful ambience wrenched more sinister sounds from the area.

"**Now that we've got that out of your system, I'm afraid we don't need him anymore. But don't waste your tears on worthless matters, we have testing to do.**"

The mechanical extension tossed the crumpled core away and reached to snatch Chell up. She tensed, fearing the worst. But the arm did nothing more than whir away merrily and extend over the incinerator. It opened its jaws.

"**And you are going to comply. For science.**"

And she was falling, falling, falling… An innocent scrap of leaf slipping into hell itself.

(&&&)

_**I need to learn something called sub**__**tlety. Anyway, please do review!**_

_**Oh, and further apologies if this seems confusing. This is a 'bridge' chapter connecting the introduction to where the plot starts to pick up, so hopefully the next chapter will have better quality. Hardest part is writing with a developed plot in mind: you start assuming everyone else knows it...  
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